A/N: Hello,

My name is Katia, and my best friend Cassi and I collaborated on this story. It comes from the freak-out that we had after watching the Clone Wars season 3 trailer "The Clone Wars: A New Time." We freaked when it looked like Ahsoka turned to the Dark Side, so we wrote a fanfic to ease our worry, and to save Ahsoka's life. Apparently, it worked.

DISCLAIMER: WE DON'T OWN STAR WARS! We do own Adeline and Sadira Nirvana, though. And Darth Maleficent. Hell, let's just say that anything you don't recognize, we own. Well, we don't own Addie and Sadira and Maleficent... they own themselves, technically. But I'm getting ahead of myself. WE! DON'T! OWN! STAR WARS! (man, that was a lot of exclamation points.)

Thank you, Cassi! You are the BEST FRIEND EVER and an AWESOME writer!


Revenge of the Padawan

Late Summer, Jedi Temple, Coruscant

Ahsoka Tano was going in a mission with Master Kenobi. General Grievous, as well as a mysterious Zabrak, had been sighted on Dathomir and her master had been taken, so Ahsoka and Master Kenobi were going to investigate. Little did the Padawan learner know that the Dark Side was upon her, upon them all. Ahsoka felt something behind her, and she turned to see Plo Koon running up behind her.

"Ta rual, Little Ahsoka?" She smiled.

"Ko-to wa tho, Master Plo. What are you doing?"

He smiled. "I brought this picture for you-" He was cut off as Obi-Wan Kenobi rushed towards Ahsoka.

"Padawan Tano, It's time to go!" He called; she sighed.

"All right, Master Obi-Wan." She waved at Plo Koon and ran for the Jedi Cruiser.

She followed Obi-Wan to the bridge of the cruiser.

"Master Obi-Wan, I heard that Dathomir is a place full of the Dark Side," Ahsoka said, a bit worriedly.

He smiled. "Nothing to worry about if you follow your teachings, young one."

Ahsoka smiled at Obi-Wan's faith in the Jedi ways as the ship went into hyperspace, leaving Coruscant far behind.

….

Ahsoka was clearly having second thoughts about this when they got to Dathomir. Her green eyes were wide as they stepped onto the soil of the dark planet. Obi-Wan looked surprised at the strength of the dark side.

"Stay close to me, young one." He commanded, voice surprisingly steady.

Ahsoka looked skeptical, "But, Master Obi-Wan, I thought you had faith in me. Why should I stay close?"

He looked grave, "The Dark Side is unusually strong here. Just stay close."

Ahsoka sighed noisily, but after a look from Rex, she was silent.

They started through the forest, Obi-Wan looking around as though expecting an attack. Ahsoka shuddered, feeling the Dark Side, but continued on, still unusually silent.

They continued on for a time, Ahsoka hesitantly obeying and staying near Master Obi-Wan. Suddenly, Obi-Wan's blue eyes widened, he tensed slightly.

"Stay here, with the troops." He muttered, running off in the other direction, his lightsaber blazing to life.

"Hey! I thought I was supposed to stay close to you!" She called after him, rolling her eyes.

Rex sighed, "Sometimes I just don't understand those Jedi," He muttered, "Hey, kid! Keep your chin up!"

Ahsoka gave him a grateful smile, "Thanks, Rex."

Suddenly, there came the sharp sound of someone- or something- firing. The tree to the left of Ahsoka was instantly destroyed.

She screamed. "AAAHHHH!"

Rex had already drawn his blasters and, with the rest of the unit, was firing into the large army of droids that had appeared in front of them.

"Eat laser, clankers!" He yelled, firing into the mass of droids.

Ahsoka had already Force-jumped over him and was slicing her way through the army. She wondered where Obi-Wan had run off to, leaving them to face the droids alone. But there was no time for that now, all that mattered was that she kept herself and her troops alive.

...

The Jedi Master, meanwhile, was facing a much more difficult adversary nearby: Asajj Ventress.

"My dear Obi-Wan," Ventress greeted almost sweetly. Not that Obi-Wan was fooled, he could see her hate for him in her eyes.

"Ventress." He responded dryly, by way of an unfriendly greeting.

"It's been far too long." She hissed, igniting her lightsabers.

Obi-Wan didn't respond, simply pulling out his own lightsaber, its blue blade swishing through the air.

"Do you wish to surrender honorably?" He asked her, though he had a feeling he already knew the answer.

Ventress hissed, leaping at him.

"I guess that means no," He muttered, clashing his lightsaber against hers. Their movements were almost like a dance; one between light and darkness.

Ventress saw his pre-occupation about Ahsoka. "Thinking about Skywalker's nasty little pet?" she sneered, "Well, you're too late. The droid armies are after her as I speak. Take that, Kenobi!"

As she spoke, Obi-Wan, distracted by her words, didn't realize her plan until it was too late. Ventress brought one of her lightsabers down on Obi-Wan's knee. He managed to jump, saving him from losing his leg, but she still got him badly. Obi-Wan howled, landing on the forest floor in pain, still managing to block her next attack.

"I've got you now, Kenobi," She whispered.

He was losing ground fast now, barely able to keep up with her slashes. Obi-Wan backed up against a tree, realizing too late that he was trapped. He would have dove to the side, except for the red blades of energy that trapped him on both sides. Obi-Wan looked up at the cold eyes of his attacker and a shiver ran down his spine. He closed his eyes, waiting for her to finish it, to kill him, but it never came.

"You'll be a good prisoner for my Master," she whispered, causing him to shiver again. "Maybe then he'll have faith that I can do well."

Obi-Wan was vaguely aware of her doing something with the Force. He heard something whiz through the air and felt it make contact with his head. After that, the world went completely black.

...

Ahsoka Tano was fighting for her life, slicing through droids by the dozen, but it was still too much.

"Fall back! There are too many of them!" She called to her troops. Rex motioned for them to retreat, but there was the sound of lightsabers humming behind them. Ahsoka whirled, and there was General Grievous, the head clanker himself.

"Ah, Jedi!" he said, splitting his arms into four and taking out all the lightsabers. Ahsoka drew hers, and as she Force-jumped by, she hissed an order to Rex.

"Escape from the droids! I don't care how!" Rex saluted.

"Yes, sir."

"Go after them," Grievous growled at one of his droids, "Do not let them escape."

"Roger, roger," the droid responded, leading his forces after the clones.

Ahsoka leaped towards Grievous, snarling with her famous Togruta temper.

"What did you do with my Master, you bucket of rusty bolts?" she hissed at the cyborg, clashing her lightsabers with his.

"I have taken him to Darth Maleficent, there is no hope for his escape, youngling. Mwahahaha!"

Ahsoka shrieked in rage, her lightsaber rushing to meet Grievous's. Suddenly, Grievous succeded in his plan. Her lightsaber flew into the air with a twist of his blade, landing with a hollow 'thud' on a tree trunk. She growled, just getting angrier, and fought harder with the one remaining one, the tiny Shoto. It didn't work. The other one sailed away as well, landing conveniently in Grievous's outstretched hand. He smiled evilly. Ahsoka turned, intending to get the other lightsaber, when a metal hand tightened around her neck.

"You won't be escaping that easily." He sneered. Ahsoka gasped, trying to breathe. Without warning, he flung her against a tree with incredible force.

"Well played, youngling." he said. "Droids! Take her away!"

...

When Obi-Wan came to, he was in a large room filled with vents and pipes. He immediately got a very bad feeling about this. And it wasn't helped by the fact Ventress and Grievous were both standing by a kind of care-taker droid, or the fact that Ahsoka was held beside him, hanging suspended from an energy field, unconscious. She stirred, and Obi-Wan felt hope rising within him.

"M-Master Obi-Wan?" She murmured sleepily, not fully remembering her ordeal.

"I'm here, little one." He reassured her softly. "We're in a bit of a sticky situation here, but stay calm. Panicking will not help us here." She nodded, as far as she could move her head, and winced.

"OW!"

Obi-Wan winced, as well, "What's wrong, Ahsoka?" she sighed.

"Just a scrape."

He nodded.

At that moment, Ventress walked over, "Now, I realize you're probably trying to think of a way to escape."

Obi-Wan just stared at her, then looked at Ahsoka, who had paled when she jerked her head to look at Ventress.

"Well, if it isn't the hairless harpy herself," Ahsoka said.

Obi-Wan sighed softly, if she was insulting Ventress, she couldn't be too badly hurt.

It was then the droid decided to say, "Ready for freezing." In a voice that was very unlike that of a battle droid.

"Freezing?" Obi-Wan repeated, his bad feeling getting stronger with every passing second.

"Carbon freezing, my dear Master Kenobi," Ventress corrected, "A bit of a...safety precaution in case you try to escape."

Obi-Wan decided he really didn't like where this was headed. Ventress motioned her hand and several droids- more than he could take without his lightsaber, which was inconvenintiently missing- moved forward, blasters trained on him.

He fell to the ground, hard. The pain in his knee roared to life.

"Blast!" He cursed.

If Ventress heard him, she made no reply, instead saying, "We can do this the easy way, or the hard way."

Obi-Wan, already hurt and in no want of another injury, straightened and followed her gaze to the carbonite chamber. He had only seen one once before, and had never wanted to examine one any further. Not that he had that choice. Obi-Wan squirmed and struggled as the droids picked him up, managing to knock one of the droids to the ground. Ventress was instantly holding a lightsaber to Ahsoka's throat.

"Hold still, Kenobi, or the obnoxious youngling dies," She hissed.

Obi-Wan went rigid, fear burning in his eyes, "All right." He whispered, defeated.

Ahsoka struggled to move back, a desperate look on her face. Obi-Wan had no choice. He put his hands up.

"I surrender, Ventress."

The droids took hold of him again; this time he let them force him into the chamber. He felt his heart rate increase rapidly, a sick feeling in his stomach. But he couldn't fight, not if it meant Ahsoka would be killed. He closed his eyes and thought of the only thing that made him happy...Satine.

"Master Kenobi!" Ahsoka's voice rang out as the droid pushed the button that froze Obi-Wan. He could feel the coldness rushing into the pit, sudden coldness that bit his skin.

His last thought was,"Satine..." And then nothing more.

Ahsoka screamed. "NO!" She leaped from the energy ray that the droids had just let her out of in preparation for her freezing. The Padawan landed hard, wincing, but she didn't let it stop her as she kicked droids out of her way.

"Die, clankers!" she spat.

Ventress, as though expecting this, had knelt by the block of carbonite, "You see this button, here, youngling? It will instantly kill Master Kenobi." The Sith smiled, "I wouldn't keep fighting, if you value his life, that is."

Ahsoka stared at her, thinking that was rather unfair. The witch had already used her against Master Obi-Wan, and now she was using Master Obi-Wan against her. Not that Sith followed the rules.

"Fine," Ahsoka snapped. "Have it your way, Separatist."

Ventress sneered, "Good. Droid, prep the freezing chamber. We finally have Skywalker's annoying little pet. Put her in!" as the droids marched forward, Ahsoka hung her head in shame.

"So much for 'Snips,'" she muttered sadly. "Master, I failed. I am sorry."

Ventress, personally overseeing the process after Ahsoka's little outburst, ignited her lightsabers, waving them WAY too close to the Padawan for her comfort. Ahsoka let herself be shoved into the freezing pit, feeling like she had let her mission down.

"Oh, Master," she whispered as the cold air hissed into the pit, "Forgive me." Everything went black as the cold engulfed Ahsoka, encasing her in carbonite.